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Noble Roman's, Inc. v. B & Mp, LLC

United States District Court, S.D. Indiana, Indianapolis Division

April 3, 2015

NOBLE ROMAN'S, INC., Plaintiff,
v.
B & MP, LLC, et al., Defendants.

ENTRY ON AMENDED MOTION TO DISMISS

WILLIAM T. LAWRENCE, District Judge.

This cause is before the Court on the Defendants' Amended Motion to Dismiss (Dkt. No. 71). The Plaintiff has responded to the motion (Dkt. No. 78). The Court DENIES the motion for the following reasons.

I. APPLICABLE STANDARD

The Defendants move to dismiss the Plaintiff's Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6), arguing that the Amended Complaint fails to state a claim for which relief can be granted. In reviewing a Rule 12(b)(6) motion, the Court "must accept all well pled facts as true and draw all permissible inferences in favor of the plaintiff." Agnew v. National Collegiate Athletic Ass'n, 683 F.3d 328, 334 (7th Cir. 2012). For a claim to survive a motion to dismiss for failure to state a claim, it must provide the defendant with "fair notice of what the... claim is and the grounds upon which it rests." Brooks v. Ross, 578 F.3d 574, 581 (7th Cir. 2009) (quoting Erickson v. Pardus, 551 U.S. 89, 93 (2007)) (omission in original). A complaint must "contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Agnew, 683 F.3d at 334 (citations omitted). A complaint's factual allegations are plausible if they "raise the right to relief above the speculative level." Bell Atlantic Corp v. Twombly, 550 U.S. 544, 556 (2007).

II. BACKGROUND

The facts set forth in the Plaintiff's Amended Complaint (Dkt. No. 68) are as follow.

The Plaintiff, Noble Roman's, Inc. ("Noble Roman's") is in the business of franchising pizza outlets that feature pizza, breadsticks, Tuscano's submarine sandwiches and wraps, and other food items. Noble Roman's has registered various word marks, design marks, and service marks on the Principal Register of the United States Patent and Trademark Office.

On or about March 16, 2010, Noble Roman's and Defendant B & MP, LLC ("B & MP") entered into two franchise agreements for the operation of a Noble Roman's franchise and a Tuscano's franchise in Bloomingdale, Illinois. Under the franchise agreements, B & MP agreed to the following: 1) to provide weekly reports of sales to Noble Roman's; 2) to pay a weekly royalty fee; 3) to obtain all products from Noble Roman's-approved suppliers; and 4) to use the marks only in connection with the operation of the franchises. B & MP also agreed to certain non-compete provisions.

In its Amended Complaint, Noble Roman's alleges that B & MP failed to pay certain royalty fees, underreported its sales in the weekly reports, sold non-approved food items, and violated the non-compete provisions. It thus filed suit alleging breach of contract (Count I), false or misleading representation of fact (Count II), and deception (Count III). It requests injunctive relief (Count IV) and damages.

III. DISCUSSION

The Defendants move to dismiss Noble Roman's Amended Complaint in its entirety. Their arguments are addressed below.

A. Breach of Contract

The Defendants argue that "Plaintiffs' [sic] allegations fall far short of avoiding a Rule 12(b)(6) dismissal, as Plaintiff fails to provide most of the details necessary to state a claim for breach of contract." Defs.' Br. at 3. The Court disagrees. The elements of a breach of contract claim are "the existence of a contract, the defendant's breach of that contract, and damages resulting from the breach." Metro Holdings One, LLC v. Flynn Creek Partner, LLC, 25 N.E.3d 141, 157 (Ind.Ct.App. 2014). Noble Roman's Amended Complaint sets forth two contracts- the franchise agreements-that are attached to the Amended Complaint. It also sets forth specific allegations regarding B & MP's breach of that contract: its failure to pay royalty fees; its submission of underreported weekly sales reports; its unauthorized use of Noble Roman's ingredients; and its violations of non-competition covenants. See Amend. Compl. ¶¶ 32-40. Finally, Noble Roman's has alleged that it suffered damages as a result of the breaches. See id. ¶ 50 ("As a direct and proximate result of B & MP's breach of the Agreements, Noble Roman's has suffered damages.").

The Defendants protest that Noble Roman's "fails to state in detail" certain facts. Defs.' Br. at 3. However, "[s]pecific facts are not necessary; the statement need only give the defendant fair notice of what the... claim is and the grounds upon which it rests.'" Erickson, 551 U.S. at 93 (citing Twombly, 550 U.S. at 555). Discovery will indubitably shed more light on the details. For now, the Court determines that the Defendants, who cite no case law or legal authority in support of their argument that more detail is needed at this phase in the litigation, have not met their burden of establishing ...


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